HomeMy WebLinkAbout895574STATE OF WYOMING
COUNTY OF LINCOLN
ASSIGNh~'~;IBILL
RECEIVED
LINCOLN COUNTY OLERF,
This Assignment and Bill of Sale (this "Assignment") is executed effective at 7:00 a.m.,
January 1, 2003 (the "Effective Time"), and is from RSR ENERGY, LLP, a Colorado limited
liability partnership, whose addresses are 5 Inverness Drive East, Englewood, Colorado 80112
("Assignor"), to PRIMA EXPLORATION, INC., GUNLIKSON PETROLEUM, INC. and
NIWOT RESOURCES, LLC whose addresses are 7555 Hampden AvenUe, Suite 505, Denver,
Colorado 80231 (collectively "Assignees") in the following proportions:
Prima ExploratiOn, Inc
Gunlikson Petroleum, Inc.
Niwot Resources, LLC
65.00%
20.00%
15.00%
100.00%
For and in consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which Assignor hereby acknowledges, Assignor has
GRANTED, BARGAINED, SOLD, ASSIGNED, TRANSFERRED and CONVEYED, and does
hereby GRANT, BARGAIN, SELL, ASSIGN, TRANSFER and CONVEY to Assignees, in the
proportions set forth above, all of Assignor's rights and interests conveyed to Assignor by Bill
Barrett Properties, Inc. by that Assignment and Bill of Sale ("BBC Assigmnent") executed
effective January 1, 2003, recorded in Book 523, Page 151 of the official records of Lincoln
County, Wyoming; a copy of Exhibit A to the BBC Assignment is attached hereto as Exhibit
"A" (the "Properties").
TO HAVE AND TO HOLD the Properties unto Assignees and their successors and
assigns, forever, subject to the terms and conditions hereof.
The Properties are hereby assigned by Assignor to Assignees without recourse, covenant
or warranty of title of any kind, express, implied or statutory, even to the return of the purchase
price, except for the special warranty 0ftitle set forth in this section. Assignor hereby bind itself,
its successors and assigns to warrant and forever defend all and singular the Properties unto the
said Assignees, their successors and assigns, against every person whomsoever lawfully claiming
or to claim the same or any part thereof, by, through or under Assignor, but not otherwise, but
subject to the Permitted Encumbrances (as defined in that certain Purchase and Sale Agreement,
dated effective January 1, 2003, between RIM LLP and Prima Exploration, Inc., as Buyer, and
Bill Barrett Properties, Inc., as Seller (the "Purchase Agreement")). Any covenants or warranties
implied by statute or law by the use herein of the words "grant", "convey" or other similar
words are hereby expressly restrained, 'disclaimed, waived and negated. WITHOUT LIMITING
THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEES
ACKNOWLEDGE THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES SET FORTH IN THE PURCHASE AGREEMENT, ASSIGNOR HAS NOT
MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND
ASSIGNEES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY,
EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING
TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES,
OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF
HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES, (b) THE
ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR
OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER
FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR, (c) THE
ENVIRONMENTAL CONDITION OF THE PROPERTIES, THEIR COMPLIANCE WITH
ENVIRONMENTAL LAWS, AND THE PRESENCE OR ABSENCE OF HAZARDOUS'
SUBSTANCES OR NATURALLY OCCURRING RADIOACTIVE MATERIALS, (d) ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (e) ANY IMPLIED OR
EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (f) ANY IMPLIED
OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF
MATERIALS, (g) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES
TO CLAIM DIMINUTION OF CONSIDERATION, (h) ANY CLAIMS BY ASSIGNEE FOR
DAMAGES BECAUSE OF REDHIBITORY VICES OR DEFECTS OR OTHER VICES OR
DEFECTS~ WHETHER KNOWN OR UNKNOWN AS oF THE EFFECTIVE TIME OR THE
DATE OF EXECUTION OF THIS ASSIGNMENT, AND (i) ANY AND ALL IMPLIED
WARRANTIES EXISTING UNDER APPLICABLE LAW, IT BEING THE EXPRESS
INTENTION OF BOTH ASSIGNEES AND ASSIGNOS THAT THE PROPERTIES ARE
HEREBY ASSIGNED TO ASSIGNEES IN THEIR PRESENT CONDITION AND STATE OF
REPAIR, "AS IS" AND "WHERE IS" WITH ALL FAULTS, AND THAT ASSIGNEES HAVE
MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEES DEEM
APPROPRIATE. THE PARTIES AGREE THAT THIS SECTION iS CONSPICUOUS FOR
ALL PURPOSES.
This Assignment is specifically made subject to the Purchase Agreement and Assignees,
by acceptance of this Assignment, hereby agree to assume their proPortionate share of all
obligations; liabilities and duties set forth therein. ·
This Assignment has been prepared for execution in multiple counterparts each of which
shall for all purposes be deemed to be an original hereof and it is expressly provided that a single
counterpart containing the various'signature pages as executed by all parties shall be sufficient
for recordation purposes. ·
IN WITNESS WHEREOF, Assignor and Assignees have executed this Assignment On
the dates of the acknowledgements of their respective signatures to be effective as of the
Effective Time.
ATTEST: ASSIGNOR:
~"~'dpt~ ~V. Rector,-~enXeral Partner
ASSIGNEES:
Patricia Jost, Ass4xta~Secretary
PRIMA EXPLORATION, INC.
Donald J. Law, P~ ~
G~~OLEUM, INC.
R~D ~fi'~l[ks~n, president -
NIWOT RESOUR~, LLC
Th;mas S. G3~res', Manager
ACKNOWLEDGMENTS
STATE OF COLORADO }
}
COUNTY OF ARAPAHOE }
The foregoing instrument was acknowledged before me this ~ day of November
2003, by Stephen W. Rector, the General Partner of RSR Energy, LLP, a Colorado limited
liability partnership, on behalf of said limited liability partnership.
Given under my hand and official seal.
My commission expires: o~ .\ \.ebO~z~
STATE OF COLORADO }
COUNTY OF DENVER }
.,Public
,._.~
The foregoing instrument was acknowledged before me this .//~'r~day of November,
2003, by Donald J. Law, President of Prima Exploration, Inc. a Colorado corporation, on behalf
of said corporation.
Given under my hand and official seal.
My commission expires: ////---?/,~ -~>,2d9~.~
STATE OF COLORADO }
COUNTY OF DENVER }
ry Publi~
The foregoing instrument was acknowledged before me this//4ay of November,
2003, by R. D. Gunlikson, President of Gunlikson Petroleum, Inc., a Colorado corporation, on
behalf of said corporation.
Given under my hand and official seal.
My conunission expires:
STATE OF COLORADO }
COUNTY OF DENVER }
i~ary Public ·
The foregoing instrument was acknoWledged before me this ay of November,
2003, by Thomas S. Groves, Manager of Niwot Resources, LLC, a Colorado limited liability
company, on behalf of said limited liability company.
Given under my hand and official seal.
My commission expires: .///J/~ -~51(9 ~;
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